Why Incorporate in Wyoming?
In 2021, Wyoming ranked number one on Tax Foundation's annual State Business Tax Climate Index, making it one of the most business-friendly states in the nation. To help business owners, Wyoming offers several business and tax incentives, including various financing options and loans, provided your corporation meets certain criteria.
For example, there is a Partnership Challenge Loan that allows the Wyoming Business Council to partner with a local economic development organization to create combined loan proceeds that assist a business (third-party loan recipient).
For most entrepreneurs looking to form a larger business, creating a Wyoming corporation may be the best option. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than an LLC. A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.
Is an LLC Better Than a Corporation?
It all depends on what you want to achieve. Limited liability companies are usually better for smaller businesses. An LLC would be easier to set up, and would receive many of the same benefits as corporations, with less regulation.
Learn more about forming a Wyoming LLC so you can decide which business entity is right for you.
Benefits of Forming a Wyoming C Corp
- The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
- Several options to create, buy, sell or transfer stock, including publicly
- The ability to issue more than one type of stock
- The ability to raise more funds by issuing more stock
- The ability to sell stock to investors inside and outside the U.S.
Benefits of Forming a Wyoming S Corp
It offers several advantages similar to those provided by a C Corp including, but not limited to:
- Options for creating, transferring and selling stock, though not as many as a C Corp
- The capacity for up to 100 shareholders
- Simpler rules than those applicable to C Corporations
- Easy transfer of ownership simply by selling your stock
- The possibility of saving money by allowing you to pay less self-employment tax
In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Wyoming Secretary of State.
Start a Business in Wyoming Checklist
To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business going.
How to Form a Wyoming Corporation Yourself in 6 Steps
Step 1 - Choose a Unique Business Name and Complete a State Business Search
Step 2 - Provide an Official Business Address for Your Corporation
Step 3 - Assign a Registered Agent
Step 4 - File Your Articles of Incorporation with the Wyoming Secretary of State
Step 5 - Get an Employer Identification Number (EIN) from the Internal Revenue Service
Step 6 - Write Your Bylaws
1
Choose a Unique Business Name and Complete a State Corporation Search
Every Wyoming business must have a unique name that isn't already being used by another business in the state. If you’re having difficulty coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Wyoming Corporation Names page.
Once you’ve decided on a name, you’ll need to make sure it’s available in Wyoming. To learn whether another company in the state is already using your desired business name, use our tool to do a Wyoming entity search.
You can also carry out a name search on the WY Secretary of State website.
2
Provide an Official Address for your Corporation
Every Wyoming corporation must have a designated address. That could be the address of your residence (if you’re running your company from your home), a building where your primary office is located or any physical address of your preference. The address can be outside the state of Wyoming and can be a P.O. Box.
You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a Wyoming virtual mailbox where we'll receive your mail, and scan it for your online review. This can be especially beneficial if you run a home-based business and don't want your home address published as part of your business public record.
3
Assign a Registered Agent
Someone who receives official correspondence and is responsible for filing reports with the Wyoming Secretary of State is known as a Registered Agent. Every Wyoming Corporation is required to have a Registered Agent.
You may fill this position, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Wyoming is an individual, they must have a physical street address in Wyoming and must be present during business hours to receive important documents on behalf of your company.
You'll appoint your Registered Agent when you file your Wyoming Articles of Incorporation to create your business, and they must formally accept the appointment by filing a Consent to Appointment form with the Secretary of State.
All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.
4
File Your Articles of Incorporation with the Wyoming Secretary of State
Once you've gathered all the information for your Corporation, you’ll need to file your Articles of Incorporation with the WY Secretary of State. This will officially create your business.
Here’s what is typically included:
- Your business name
- Whether you elect your corporation to be a close corporation
- Registered Agent's name and address
- Physical address of the corporation
- Mailing address of the corporation
- Names and addresses of directors
- Number and class of shares the corporation will have the authority to issue
- Name and address of each incorporator
- Signatures of all incorporators
Your Articles of Incorporation can be filed online via the Secretary of State's website. You can also mail or drop off the form in person to the Office of the Secretary of State, or Incfile can file it on your behalf. The Wyoming Corporation filing fee is $100.
File by Mail
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
Submit in Person
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
You only need to file your Wyoming Articles of Incorporation once, but every year after, you'll also need to file an annual report with the Secretary of State. Incfile can remind you about this every year, or we can do it for you if you have us handle the paperwork.
What are the fees and requirements to incorporate in Wyoming?
| State Fee | State Filing Time | Expedited Filing Time |
| $102 | 3 Weeks * | 1 Business Day |
| State Fee | $102 | |
| State Filing Time | 3 Weeks * | |
| Expedited Filing Time | 1 Business Day |
*for paper filing or 'instant' for online
Annual Report
Frequency
Annually
Due Date
On or before 1st day of anniversary month of incorporation.
Filling Fee
$52
5
Get an Employer Identification Number (EIN) from the Internal Revenue Service
You'll need an EIN to identify your corporation to the IRS. You use this number when filing and paying taxes, when submitting payroll information and payments for your employees, and opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the Wyoming Corporation formation process.
6
Write Bylaws
Bylaws are a set of rules that govern how a corporation will be run,and detail how many directors the corporation will have, whether the board of directors will have annual meetings, and voting requirements, among other things.
Some states require companies to create bylaws. You are required to have them in Wyoming, but you do not have to file them with the Secretary of State. Regardless of whether bylaws are legally required, it’s always a good idea to write them to protect your business from any future changes and events.
Wyoming Corporation Types
C Corporation
When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.
A Wyoming C Corp will offer you several liability protections, however it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.
Learn more about C Corporations.
S Corporation
Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.
The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.
If you want your Wyoming C Corp to be treated as a Wyoming S Corp, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.
Consult with your tax advisor or accountant to determine whether this is your best option.
Learn more about S Corporations.
Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.
Professional Corporation
Some states, including Wyoming, allow certain occupations to form Professional Corporations, as stated by the Wyoming Statutes Title 17, Chapter 3, § 17-3-101:
"... A corporation organized under the Wyoming Business Corporation Act or the Wyoming Statutory Close Corporation Supplement, whose capital stock is owned exclusively by a person or persons licensed to practice a profession by the state of Wyoming or by an agency, office or instrumentality authorized by the laws of Wyoming to license individuals for the practice of such profession, may, by and through the person or persons of such licensed stockholder or stockholders, or licensed employees, practice and offer professional services in such profession."
The State of Wyoming allows many licensed professionals to provide professional services within a professional corporation. These professions are found listed in Title 33 of the Wyoming Statutes. A few of the professions permitted to form a Wyoming Professional Corporation include, but may not be limited to:
- Accountants
- Architects
- Podiatrists
- Chiropractors
- Physicians
Check with the WY Secretary of State to confirm whether your business should and can be a Professional Corporation.
Close Corporation
Put simply, a close corporation is one that has a limited number of shareholders, and isn't publicly traded.
Usually, close corporations are exempt from corporate requirements such as having a board of directors and holding annual meetings. Per Wyoming Statutes Title 17, Chapter 17, Article 1, § 17-17-121, a statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.
This entity type is often chosen by family-owned businesses to prevent non-family members from establishing or claiming any ownership of the company.
Foreign Corporation
If your business operates in another state and you want to expand into Wyoming — or vice versa — you’ll need to form a Foreign Corporation.
Learn more about Wyoming Foreign Corporation registration.
Nonprofit Corporation
Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.
A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.
Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.
Limited Liability Company
Depending on the kind of business you want to form, or your personal circumstances and goals, a limited liability company (LLC) may be a better option. For example, you may not need the options to buy and sell stock. Or you may simply want to build a small business with a few employees, or even just yourself.
A Wyoming LLC is usually a better option for a smaller business. It still offers you certain advantages you'd get from a corporation, it's just easier to set up. You can even have your LLC treated as an S Corporation for tax purposes to save you money. Regardless of which direction you decide to go, we can help you with your Wyoming business registration.
Learn more about Limited Liability Companies.
Sole Proprietorship or Partnership
These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).
Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.
Compare business entity types to decide which one is best for you.
Helpful Resources from the State of Wyoming
More Information in This Guide
You’ll find more insight and guidance on the other pages of this guide, including:
How to search the state business registry and find the right name. Includes information on naming rules, trade names, reserving a Wyoming Corporation name and more.
How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.
Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.
Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and use, and federal taxes such as income and self-employment.
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